Corporate Law

Corporate Law

Since decades, Oppenhoff is a synonym for highly qualified corporate law advice.

Our core subjects include complex, often cross-border group and corporate governance structures as well as the preparation and management of shareholders' meetings, directors and officers liability, corporate succession, corporate litigation and compliance issues.

We advise family-owned and listed companies, shareholders and members of corporate bodies on all corporate law matters both in their daily business and with regard to specific issues of corporate, stock corporation and corporate group law as well as regarding the latest changes in law and case law. Our experts have many years of experience in advising on all matters of corporate governance. We also have special expertise in compliance matters and in the planning of corporate succession, including questions of inheritance law and inheritance tax.

We are also experts in all aspects of corporate transactions group restructuring and reorganizations. Established interdisciplinary teams of corporate, tax and labor law specialists (as well as other experts, depending on the demands of the particular case) guarantee you efficient project management, from the structuring stage right through to project realization. This applies to the corporate law aspects of M&A transactions as well as for domestic and cross border mergers, spin-offs and changes of legal form as well as capital issues (increase or decrease).

With regard to corporate litigation, we competently advise both out of court and at public courts and arbitral tribunals and in interlocutory relief, for example in disputes between majority and minority shareholders or different groups of shareholders, regarding (alleged) deficiencies of resolutions (eg of stock corporations, including release procedures (Freigabeverfahren) under Sec. 246a German Stock Corporation Act (AktG) or Sec. 16 para. 3  German Companies Transformation Act (UmwG)), in case of directors' liability or in appraisal proceedings (Spruchverfahren) following a squeeze out or in case of domination or profit and loss pooling agreements.

Our range of advice in the field of corporate law/group restructuring includes in particular:

  • Reorganization of group structures
  • Mergers, demergers and changes of legal form, both national and cross-border
  • Establishment, structuring and relocation of European Companies (SE)
  • Preparation and management of general shareholders' meetings
  • Corporate litigation, including avoidance actions, release procedures (Freigabeverfahren) and appraisal proceedings (Spruchverfahren)
  • Directors' and officers' liability, including D&O insurance
  • Conception of articles of association and corporate governance structures
Dr. Harald Gesell

Dr. Harald Gesell

PartnerAttorney

Konrad-Adenauer-Ufer 23
50668 Cologne
T +49 221 2091 403
F +49 221 2091 333

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